Business
Knorr Bremse : Annual report for the fiscal year 2025 including consolidated financial statements, combined management report and declaration of conformity incl. Corporate Governance Report (Knorr Bremse AnnualReport 2025)
Knorr Bremse : Annual report for the fiscal year 2025 including consolidated financial statements, combined management report and declaration of conformity

About this update from Knorr-bremse Ag
Annual Report 2025 Profile Knorr-Bremse is the global market and technology leader for braking systems and a leading supplier of other innovative solutions for the rail and commercial vehicle industries. For over 120 years, we have driven sustainable innovation and connected system solutions. Our products make a crucial contribution to greater safety, efficiency, and reliability on rail and road. Knorr-Bremse focuses its innovation on pioneering transportation solutions that build on global megatrends such as urbanization, sustainability, digitalization, and mobility. These concepts are shaping the global transformation within the transportation sector and offer enticing prospects for long-term growth in the rail and commercial vehicle segments. Knorr-Bremse worldwide We are proud of more than 120 years of business success with around 30,000 employees at over 100 locations in 30 countries Key performance indicators 2025 2024 + / - Revenues In € million 7,817 7,883 -0.8 % EBIT In € million 903 911 -0.8 % EBIT margin % 11.6 11.6 EBIT operative In € million 1,016 966 +5.1 % EBIT margin operative % 13.0 12.3 Net income In € million 572 477 +19.8 % Return on sales after tax % 7.3 6.1 Earnings per share € 3.31 2.76 +19.9 % Incoming orders In € million 8,417 8,186 +2.8 % Order book (31.12.) In € million 7,362 7,182 +2.5 % Free Cash Flow In € million 790 730 +8.3 % Operating Cash flow In € million 1,116 1,042 +7.1 % Capital expenditure In € million 319 350 -8.9 % Capital expenditure in % of sales % 4.1 4.4 R&D costs In € million 534 568 -5.9 % R&D costs in % of sales % 6.8 7.2 Total assets In € million 8,883 9,613 -7.6 % Equity In € million 3,180 3,127 +1.7 % Equity ratio % 35.8 32.5 ROCE % 23.4 20.8 Net Working Capital days' sales 51.6 59.2 -7.6 Knorr-Bremse share Number of shares 161,200,000 161,200,000 Dividend per share € 1.90 1.75 +8.6 % Employees 30,913 32,549 -5.0 % Rail vehicle systems 2025 2024 + / - Revenues In € million 4,316 4,044 +6.7 % EBIT In € million 646 625 +3.4 % EBIT margin % 15.0 15.5 EBIT operative In € million 713 630 +13.2 % EBIT margin operative % 16.5 15.6 Capital expenditure In € million 136 138 -1.3 % R&D costs In € million 273 276 -1.1 % R&D costs in % of sales % 6.3 6.8 Employees 17,546 17,896 -2.0 % Commercial vehicle systems 2025 2024 + / - Revenues In € million 3,503 3,842 -8.8 % EBIT In € million 319 350 -8.9 % EBIT margin % 9.1 9.1 EBIT operative In € million 363 401 -9.4 % EBIT margin operative % 10.4 10.4 Capital expenditure In € million 173 199 -12.9 % R&D costs In € million 262 292 -10.3 % R&D costs in % of sales % 7.5 7.6 Employees 11,981 13,550 -11.6 % 01 02 To Our Shareholders 06 Letter from the CEO 11 The Executive Board 12 Celebrating Knorr-Bremse -120 years of Knorr-Bremse 14 Report of the Supervisory Board 28 The Supervisory Board Combined Management Report 32 About the Group 40 Further Details of Corporate Governance 44 Group Sustainability Statement 130 Business Report 143 Supplementary Report 143 Report on Risks, Opportunities and Expected Developments 156 Knorr-Bremse AG (HGB) 158 Assurance Report to the Group Sustainability Statement 03 Consolidated Financial Statements 164 Consolidated Statement of Income 165 Consolidated Statement of Comprehensive Income 166 Consolidated Balance Sheet 168 Consolidated Statement of Cash Flows 170 Consolidated Statement of Changes in Equity 04 172 Notes to the Consolidated Financial Statements Responsibility Statement Independent Auditor's Report Compensation Report 264 Introduction 264 Overview of the Fiscal Year 265 Executive Board Compensation 280 Supervisory Board Compensation 284 Multi-year overview 287 Report on the audit of the remunaration report 289 Financial Calendar 289 Imprint 04 K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 T O O U R SH A R EH O L D ER S 01 K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 4 T O O U R SH A R EH O L D ER S 05 To Our Shareholders 06 Letter from the CEO 11 The Executive Board 12 Celebrating Knorr-Bremse -120 years of Knorr-Bremse 14 Report of the Supervisory Board 28 The Supervisory Board 06 K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 L E T T E R F R O M T H E C E O Letter from the CEO Geopolitical tensions, economic uncertainty and a challenging market environment again impacted the past fiscal year. So I am all the more pleased to be able to say today that Knorr-Bremse has delivered. We have successfully steered our company through a demanding year and are in a very good position, both operationally and financially. This success is one thing above all: a great team effort. I would therefore like to start - also on behalf of the entire Executive Board - by expressing my sincere thanks to all colleagues worldwide for their commitment, dedication and expertise. 2025 was not only a successful year for Knorr-Bremse, but also a special one. Together with our employees, we celebrated our 120th anniversary at our locations around the world. This anniversary stands for an extraordinary success story, for innovation, entrepreneurial thinking and the will to shape things - values that have always defined Knorr-Bremse and still guide our actions to this day. As the global market leader, we have a global footprint - with strong roots in Germany and a clear international orientation. It is in particular in uncertain times that the importance of ethos, discipline and perseverance are displayed. With our BOOST strategy program, we have done our homework: We have systematically adapted our processes and structures, honed our portfolio, increased our efficiency at all levels and have thus achieved excellent results. Now we are embarking on the next stage and focusing on our sustainable growth. Our most important goal is to further expand our position as a technology and global market leader. BOOST is not a short-term project, but rather an expression of a fundamental attitude: We want to become faster, more agile and better - continuously and sustainably. Fiscal year 2025 impressively demonstrated that this approach works. We achieved all our financial targets for revenues, operating EBIT margin and free cash flow. Our order books are at an almost record level, debt is low and cash flows are high. This robust financial structure gives us stability and the strategic leeway to invest in the future of Knorr-Bremse in a targeted manner. K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 L E T T E R F R O M T H E C E O 07 Thanks to a clear strategic direction, great discipline and systematic implementation of our transformation, Knorr-Bremse is now stronger than ever and excellently positioned for sustainable, profitable growth. Marc Llistosella Chief Executive Officer Our Rail Division ( RVS ) once again turned in a very strong fiscal year, setting new records for key indicators. Our colleagues can justifiably feel very proud of this team effort. The persistently high demand globally in the rail vehicle market is reflected not only in strong order intake, but also in record order books. The Rail Division contributed significantly to the very good overall results in numerous countries with both its OE and aftermarket business. Our customers' well-filled order books and successful reduction of old orders, with their inflation-related burden, also make us very confident about the current fiscal year, in which we continue to expect high demand. At the same time, the Truck Division ( CVS ) proved extremely resilient despite a challenging market environment, generating a double-digit return under these conditions - an enormous achievement by all our colleagues there. While there was a slightly positive trend in European markets and a positive one in China overall, the North American truck market suffered significant declines. First signs of a gradual recovery, including in North America, as well as anticipated boosts to growth in the service business - driven in part by the very positive performance of Cojali, in which we hold a majority interest, and the initial successes of the CVS service platform - underscore our solid starting position for the current year. Expressed in figures, this means: Knorr-Bremse's consolidated revenues remained nearly stable at around € 7.8 billion in fiscal 2025, despite further sales of companies. Order intake was € 8.4 billion and the order backlog at the year-end € 7.4 billion, i.e. both remained at a very high level. At the same time, we increased our profitability sharply thanks to the systematic implementation of our Group-wide BOOST strategy program: The operating EBIT margin improved to 13%, while operating free cash flow reached € 790 million, a new record in Knorr-Bremse's history. With these results we met our outlook for fiscal 2025 in full. In view of this performance the Executive Board and Supervisory Board will propose to the General Meeting that a dividend of € 1.90 per share be paid. This is equivalent to an increase of around 9 % compared with the previous year. Our success is based not least on the trust our customers place in us as technology and global market leader. This trust is confirmed by numerous international orders, the strong performance of our aftermarket business and the growing importance of digital solutions. Now, more than ever, Knorr-Bremse is a global provider of safe, efficient and sustainable mobility solutions. To give an example: In 2025, the Rail Division once again secured important international contracts - including with Siemens Mobility for the Munich suburban rail network, with CRRC for metro and locomotive projects in China and Kazakhstan and with partners in India and the United Kingdom. At the same time, our Truck Division is underscoring its innovativeness with its full electric power steering EPS and long-term customer agreements, such as the extension of a major contract for 200,000 electronic leveling control systems per annum in the coming years and the targeted expansion of its digital aftermarket business. In fiscal 2025, the Rail Division benefited from high global demand and once again posted record revenues of more than € 4.3 billion, while its operating EBIT margin rose sharply to 16.5%. Despite a challenging market environment, the Truck Division proved robust and generated an operating EBIT margin of 10.4% on revenues of more than € 3.5 billion - clear proof of the resilience and competitive strength of our business. Pinpointed investments in cutting-edge fields underline our aspiration to remain successful long-term. We are pressing ahead rigorously with our global digitalization strategy, among other things by establishing our new center for artificial intelligence in India. At the same time, we are investing substantially in modernizing and automating our production sites. For instance, around € 125 million - also with the support of the European Union - is being channeled to further development of our largest European truck location in Aldersbach, while we have successfully completed modernization of our plant in Mödling. A key component of our strategic further development is the targeted expansion of new growth areas across our core business. In the "Mobility as a Service" arena, we are bundling in particular digital solutions and services related to the aftermarket business in the truck segment. The aim is to support customers throughout the entire life cycle of their vehicles -with data-based applications, networked platforms and digital ecosystems that increase availability, efficiency and cost-effectiveness. In the rail segment, the future field of "Wayside" stands for smart systems along the rail infrastructure, for example in the areas of signaling, control and monitoring technology. With selective investments and acquisitions - such as duagon - we are strengthening our role here as a tier 1 partner for the entire rail transportation system and expanding our value creation beyond the vehicle. In addition, we are tapping into new, attractive long-term business fields in the shape of energy technologies and green technologies. In the energy industry, we see potential as a system provider for smart power distribution and grid management. Green technologies - for example, in the field of recycling and circular economy solutions - address key future issues as regards sustainable industry. Both fields are of strategic interest because they feed into our technological competence, our system expertise and our mission to achieve sustainable and profitable growth. We also made important progress in the issue of sustainability last year. Since 2018, we have reduced our Scope 1 and Scope 2 CO₂e emissions by 79%, meaning we are fully on track to achieve our 2030 climate target. We increased our self-generated renewable energy by 41% year over year. At the same time, we further increased the proportion of EU taxonomy-aligned revenue. This progress is also reflected in improved ESG ratings and numerous external awards. We believe sustainability and economic success are not a contradiction in terms, but two sides of the same coin. Today, we can say with conviction that Knorr-Bremse is in a very good position. Thanks to our clear ethos, systematic implementation of our BOOST strategy program and great discipline, we have further strengthened our business even under challenging geopolitical conditions. We tackle intense international competition daily, have our costs and structures firmly under control and combine technological excellence with entrepreneurship. The results testify to the effectiveness of our measures - and fill us with confidence moving forward. In fiscal 2026, we expect revenues between € 8.0 billion and € 8.3 billion, an operating EBIT margin of around 14% and free cash flow between € 750 million and € 850 million.* Knorr-Bremse is nearing the finishing line with its BOOST program. Our transformation is having an impact - and is now entering its next phase. We are continuing to hone our portfolio, are sustainably increasing our performance and are making targeted investments to enable growth with substance. In doing so, we are securing our position as technology and global market leader and laying the foundation for profitable growth long-term. I thank you for your trust and support. Munich, March 19, 2026 Marc Llistosella Chief Executive Officer * The outlook for 2026 is based on the assumption of largely stable exchange rates year-on-year and, in general, stable geopolitical and economic environments. In addition to effects from the acquisition of the duagon Group, the outlook is based on the current portfolio of companies and therefore does not take into account any potential effects from further acquisitions or divestments. The Executive Board Frank Markus Weber Chief Financial Officer - Worldwide responsibility for Finance, Accounting, Controlling, Taxes, Treasury, M&A, Sustainability, and Investor Relations Marc Llistosella Chief Executive Officer - Worldwide responsibility for Strategy, Communications, Digitalization, IT, Information Security, Security, and Internal Audit Dr. Claudia Mayfeld Member of the Executive Board - Worldwide responsibility for People & Integrity Dr. Nicolas Lange Member of the Executive Board - Worldwide responsibility for the Rail Vehicle Systems division Bernd Spies Member of the Executive Board - Worldwide responsibility for the Commercial Vehicle Systems division 12 K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 Celebrating Knorr-Bremse 120 years of Knorr-Bremse - creating truly memorable anniversary moments at KB sites across the globe. #OneWorldOneKB La Pocatière (Quebec), Canada Getafe, Spain Lisieux, France Munich, Germany K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 13 Dalian, China Dalian, China Liberec, Czech Republic Kecskemét, Hungary Beijing, China Budapest, Hungary Pune, India Florence, Italy Report of the Supervisory Board 14 K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 R E P O R T O F T H E S U P E R V I S O R Y B O A R D As the Chairman of the Supervisory Board, I wish to report to you on the Supervisory Board's work during the 2025 fiscal year which recently ended. In a fiscal year marked by geopolitical uncertainty and global market protectionism, Knorr-Bremse impressively demonstrated its resilience and excellence. Rigorous implementation of the global BOOST 2026 strategy program played a decisive role here. The measures are aimed at successfully further developing Knorr-Bremse as the global market and technology leader and increasing profitability. A vital part of that is strategic development of the portfolio through the acquisition of the duagon Group in the Rail division and the platform provider Travis in the Truck division; however, it also entails streamlining the portfolio to remove non-performing business areas, most recently the sale of Kiepe, GT, and Sheppard as key components. Strategic acquisitions and divestments are monitored closely by the Supervisory Board. In fiscal 2025, Knorr-Bremse once again increased its operating profitability year over year and generated a record high free cash flow of € 790 million. Knorr-Bremse impresses with its operational strength in an economic environment that is particularly challenging for the truck sector. We are making sure that you, our shareholders, are also included in this success. The preliminary business figures published on February 19, 2026, and the continued strong operational performance, despite the impact of restructuring, put the company in a position to propose a dividend of € 1.90 per share at the Annual General Meeting, a dividend higher than the previous year. The focuses of the Supervisory Board's work in the fiscal year now ended, which are explained in detail below in the section Significant topics of Supervisory Boa rd work (starting on page 8), included the integration of the US signaling technology business acquired from Alstom in 2024 and, with it, Knorr-Bremse's successful entry into the new control, command, and signaling ( CCS ) field of business, achieved with a target that has already exceeded the financial expectations on which the acquisition was based. Other focal points of the Supervisory Board's strategic work were the above-mentioned acquisition of the duagon Group in RVS at the beginning of 2026 and the acquisition of TRAVIS Road Services, which complements our CVS service platform. Finally, advising on strategic measures by the Executive Board for adjusting the portfolio and increasing profitability (brownfield) and growth initiatives (greenfield) as part of BOOST was a key focus. Collaboration of the Supervisory Board and Executive Board In the reporting period, the Supervisory Board continued to fulfill its duties pursuant to the law, the Articles of Association, and the rules of procedure with great care. The Supervisory Board was directly involved in all decisions that were of fundamental significance to the Group and complied with the relevant recommendations of the German Corporate Governance Code ( GCGC ). It advised the Executive Board on the leadership of the company and ongoing acquisition projects, one specific example being the acquisition of the duagon K N O R R - B R E MS E A N N UA L R E P O R T 2 0 2 5 R E P O R T O F T H E S U P E R V I S O R Y B O A R D 15 The candid and trusting collaboration that has evolved between the Executive Board, managers, and the Supervisory Board is a key factor for the Knorr-Bremse success. Dr. Reinhard Ploss Chairman of the Supervisory Board Group. The Supervisory Board also maintained ongoing dialog with the Executive Board on strategic initiatives such as on growth options in adjacent and new business fields like energy technology (Power & Grid) in particular. At the same time, the Supervisory Board monitored the senior management of the Executive Board on the basis of regular reports with which it remained informed in relation to business development, planning, and risks. I again wish to emphasize the candid, cooperative and trusting collaboration that has evolved between the Executive Board, managers, and the Supervisory Board and which is a key factor for success. The principles of responsible and good corporate governance are the foundation of the Supervisory Board's work. They include a regular examination of the Supervisory Board's understanding of corporate governance, of the legal framework for the Supervisory Board's work, and of relevant developments, both in Germany and globally. The focus of the Supervisory Board's monitoring and advisory activities is on the legality, propriety, expediency, and efficiency of senior management and Group management. The subject matter and performance of the Supervisory Board's work are governed in more detail in the rules of procedure for the Supervisory Board, Audit Committee, and Executive Board, which are available on the website. The Supervisory Board is closely involved in the corporate planning and discussions of strategic projects and topics. Besides the rules of procedure, there is a list of reserved matters governing contractual arrangements and measures that require the approval of the Supervisory Board before the Executive Board can implement them. The comprehensive preliminary review and preliminary consideration partly required as a result is conducted in the committees, specifically in the Strategy Committee, the Audit Committee, or the Executive Committee - depending on the subject matter. The Supervisory Board and its committees take care to always have an appropriate information base and make decisions at their own discretion for the interests of the company. The members of the Supervisory Board are personally responsible for pursuing the training and professional development that they need for their duties. They are given the company's full support for this. In 2025, the members of the Strategy Committee and Audit Committee were (again) given training on their specific responsibilities as part of ESG reporting. During the past fiscal year, the Executive Board regularly, immediately, and comprehensively reported to the Supervisory Board by means of written and oral reports, both at and between meetings. The reports contained all relevant information on the strategic development, planning, business development within the year, position of the company, risk situation, risk management, compliance, competitors of the Commercial Vehicle Systems and Rail Vehicle Systems divisions (peers) with a separate analysis of the business units, situation in the capital market, including expectations of analysts and investors, and current events. The Supervisory Board jointly discussed with the Executive Board the business transactions important for the company and the company's further development. It was included in a timely manner in all decisions of fundamental importance for the Company. The Executive Board also informed the Supervisory Board about urgent matters between the regular meetings. As the Chairman of the Supervisory Board, I also maintained a dialog with the Executive Board between Supervisory Board meetings on the business situation and on significant business transactions of the company as part of regular business reviews. The same applies to the ongoing development of the organization and corporate culture, which are both essential factors for achieving our business targets. The strength of the leadership and culture are key drivers of the company's development, even if their effect can only be seen in the business results after some time has passed. An understanding of this is highly important for the Supervisory Board so that it can judge whether the set targets are realistic at an early stage. I held regular talks with important investors on key topics and issues relating to the Supervisory Board. In the 2025 fiscal year, we maintained a consistently high attendance rate in our meetings, as we had in previous years. The average attendance at full-board meetings was around 99%. All meetings were held in person, with the exception of the short Supervisory Board meeting before the Annual General Meeting. The option of virtual attendance was available if good reason was given. The Executive Committee, Nomination Committee, Audit Committee, and Strategy Committee likewise met in person. The personal attendance records presented below are evidence of the high degree of commitment that the members of the Supervisory Board have. Supervisory Board and committee members took part in the resolutions by sending voting instructions if they were prevented from attending individual meetings. Documents for meetings were made available at an early stage for the at-tendees' preparation; handouts were only used for late-notice developments and changes. 1.01 MEETING ATTENDANCE OF THE SUPERVISORY BOARD MEMBERS IN FISCAL 2025 Name Supervisory Board (full board) Executive Committee Audit Committee Nomination Committee Strategy Committee Dr. Reinhard Ploss 8 (8) 4 (4) 7 (7) 2 (2) 3 (3) Franz-Josef Birkeneder (Deputy Chairman) 8 (8) 4 (4) 7 (7) 3 (3) Dr. Theodor Weimer (Deputy Chairman) (until April 30, 2025) 3 (3) 1 (1) Stephan Sturm (from April 30, 2025) (Deputy Chairman from July 31, 2025) 5 (5) 2 (2) Kathrin Dahnke 8 (8) 7 (7) 2 (2) Thomas Mittmann 8 (8) Dr. Sigrid Evelyn Nikutta 8 (8) 3 (3) Wolfgang Nirschl 8 (8) 6 (7) Werner Ratzisberger 8 (8) 4 (4) 3 (3) Annemarie Sedlmair 8 (8) Dr. Stefan Sommer 7 (8) 2 (3) Julia Thiele-Schürhoff 8 (8) 2 (2) 3 (3) Manuela Deseive 8 (8) Meeting attendance in % 99.04% 100% 96.43% 100% 94.45% (in parentheses: number of meetings held during the term of the respective Supervisory Board or committee member) Discussions of the Supervisory Board and Its Committees Meetings and resolutions of the full Supervisory Board are normally prepared by the Chairman of the Supervisory Board in consultation with the Chief Executive Officer, and furthermore by the Executive Committee and, depending on the topic concerned, by the Audit and Strategy Committees. The Supervisory Board established a Mediation Committee, whose services were not needed during the reporting period. The Nomination Committee met two times during the reporting period. The committee chairs, Ms. Dahnke (Audit Committee), Dr. Sommer (Strategy Committee), and I myself (Executive Committee, Nomination Committee), provided regular reports to the Supervisory Board on the work done in the committees. The main subjects of the committees' consultations are summarized below. The shareholder representatives (the owners' panel) regularly held advance meetings prior to the Supervisory Board meetings. Members of the Executive Board also took part in these meetings on an ad hoc basis. Internal discussions were held as needed at the end of Supervisory Board meetings without the presence of the Executive Board members. Significant Topics of Supervisory Board Work A total of eight Supervisory Board meetings were held during the reporting period, including the two-day strategy meeting. They were held at the Knorr-Bremse Group's locations in Munich (6), Mödling (1), and Hohenkammer (1). In one case, the Supervisory Board made decisions through a written circulation procedure on the basis of a pre-formulated decision proposal from the Executive Board. The following presents a chronological overview of the substantive focuses of selected meetings of the full Supervisory Board: The focuses for the two-day strategy meeting on January 30 and 31, 2025, were the strategic alignment of the Group and of both divisions, the strategic financial planning, and core innovation projects in CVS and RVS . The Supervisory Board reviewed the status of implementation of the key strategic and operational BOOST subprojects in brownfield and greenfield. This includes further optimization of the product portfolio, the reduction of structural costs (SG&A), the adjustment of R&D expenditure in line with the strategic financial framework, the expansion of the profitable aftermarket business in the truck and rail sectors, and ongoing examination of M&A opportunities and organic growth possibilities. The Supervisory Board also sees itself as a sparring partner for the Executive Board in this regard. Further focuses for the strategy meeting included the IT and HR strategies as well as the setup of product compliance management ( PCM ). At the accounts meeting on March 20, 2025, the Supervisory Board discussed with the auditor the annual and consolidated financial statements for the 2024 fiscal year and the outcomes of the audit, and - based on the preceding deliberations of the Audit Committee -gave the necessary approval. The Supervisory Board seconded the Executive Board's proposal for appropriating the net profit for the 2024 fiscal year (payment of a dividend of € 1.75 per share). The Supervisory Board approved the Report of the Supervisory Board, the Corporate Governance Statement and Compensation Report, the dependency report, and the Group Sustainability Statement. The Supervisory Board also adopted the motions for the Annual General Meeting and approved it being held virtually, as already in previous years. The Supervisory Board dealt with selected BOOST initiatives, in particular the status of divestment projects as part of the portfolio adjustment. The Supervisory Board likewise conducted its regular review of recently closed M&A transactions in terms of whether they fulfilled the business case under lying the acquisition and the respective strategic foundations. At its meeting on April 29, 2025, the Supervisory Board dealt with preparations for the Annual General Meeting the next day, discussing in particular the advantages and disadvantages of holding a virtual meeting, as well as public broadcasting of (also) the general debate. The Supervisory Board approved both. At its meeting on July 31, 2025, the Supervisory Board dealt with the results for the first half of the year, the status of selected BOOST measures, the ongoing divestment and restructuring activities of the Rail Division, and the integration of the signaling technology business acquired from Alstom. The Supervisory Board elected Stephan Sturm, who succeeded Dr. Theodor Weimer on the Supervisory Board effective April 30, 2025, as its Deputy Chairman. At an extraordinary meeting on September 19, 2025, the Supervisory Board discussed the acquisition of the duagon Group and unanimously approved the acquisition. With duagon, Knorr-Bremse is strengthening its existing electronics business and gaining an expert in specialized solutions in the fields of embedded electronics and communication and software solutions in the rail sector, with applications for both trains and railway infrastructure. At its meeting held at the Knorr-Bremse site in Mödling, Austria, on October 9, 2025, as part of which the Supervisory Board also visited the production facility, the Supervisory Board reviewed the status of the ongoing M&A and divestment activities in the rail sector, in particular the carve-out and sale of the global air conditioning system business. The full Supervisory Board also discussed organic and inorganic measures to expand the profitable aftermarket and platform business in the truck sector. The acquisition of the platform provider Travis is an important component in this regard, as is the establishment of a joint venture with WESP for the structured evaluation of workshop data in the commercial vehicles sector. Both contribute to the creation of a holistic and digitalized aftermarket ecosystem that has significant long-term growth potential. Based on an external guest talk, the Supervisory Board discussed the Knorr-Bremse Group's AI strategy and specific practical applications (use cases). The growth options for both divisions in the Indian market and India's role as a global production location were another focus of the October meeting. In this context, the Supervisory Board also discussed the establishment of a new site in Chennai (One Campus India) and gave the approval required for the investments necessary for that. Lastly, the Supervisory Board decided to extend the appointment of Dr. Nicolas Lange as the Executive Board member responsible for rail for a period of five years, i.e. until the end of September 30, 2031. During the planning meeting on December 17, 2025, the Supervisory Board discussed the 2026 budget and the strategic financial planning of the Group and divisions for the years 2027 through 2030. It approved this planning after a full discussion and adopted the company's targets derived from it for the Executive Board's Short-Term Incentive ( STI ) and the individual STI targets for fiscal 2026. The Supervisory Board also dealt with a possible expansion of the energy technology business (Power & Grid) and inorganic growth options in this field. Finally, the Supervisory Board dealt with preparations for this year's Annual General Meeting, as well as with the declaration of compliance with the German Corporate Governance Code published on the same day, which I will discuss in more detail in the Corporate Governance section. At the meetings, the Supervisory Board and Executive Board regularly gave individuals at the next levels an opportunity to present on topics. Through this, the Supervisory Board receives a good picture of potential young talent as well as the entrenchment of topics relevant to it within the organization. Executive Committee The Executive Committee coordinates the work of the Supervisory Board, prepares the meetings of the full Supervisory Board, and monitors the execution of the resolutions adopted by the Supervisory Board. It is in charge of resolutions regarding transactions with members of the Executive Board, the approval of contracts with Supervisory Board members, and longterm succession planning for the Executive Board. In matters relating to the Supervisory Board, the Executive Committee makes decisions about delaying the public disclosure of insider information in accordance with Article 17 (4) Market Abuse Regulation where necessary. A total of four meetings of the Executive Committee were held during the reporting period, each of them in person. Among other things, the Executive Committee dealt with the determination of the financial and non-financial targets and the individual targets for the Short-Term and Long-Term Incentives, as well as with preparation for a change to the measurement of the subtargets relevant to the LTI . The Executive Committee also discussed the extension of Dr. Lange's appointment and the envisaged appointment of Frank Weber as a member of the Supervisory Board of Vossloh AG, which has since been completed with the approval of the Executive Committee. Where necessary to prepare the decision by the Supervisory Board, the Executive Committee concluded its deliberations by issuing to the Supervisory Board a recommendation for the resolution. As the Chairman of the Executive Committee, I regularly reported to the Supervisory Board about the work done by the Executive Committee. Members of the Executive Committee: Dr. Reinhard Ploss (Chairman) Franz-Josef Birkeneder Dr. Theodor Weimer (until April 30, 2025) Stephan Sturm (from July 31, 2025) Werner Ratzisberger Audit Committee The Audit Committee prepares Supervisory Board resolutions regarding the approval of financial statements and proposals for appropriating net profit. It takes the place of the Supervisory Board to engage auditors for specific audits. In relation to the appointment of the auditor at the Annual General Meeting, the Audit Committee proposes a recommendation to the Supervisory Board. The composition, duties, and competencies of the Audit Committee comply with the specifications of the Financial Market Integrity Strengthening Act ( FISG ). For example, the Chairwoman of the Audit Committee, Kathrin Dahnke, enjoys a direct right to obtain information from the heads of Internal Audit, Controlling, Risk Management, and Compliance, which are the relevant central departments. Moreover, she maintains regular and partly bilateral communication with the auditor. The information provided in the Corporate Governance Statement explains the composition of the Audit Committee (in relation to "financial experts"). Ms. Dahnke regularly reports to the full Supervisory Board about the Audit Committee's work. The Audit Committee convened for a total of seven meetings in the 2025 fiscal year. It dealt with the Knorr-Bremse Group's financial reporting, in particular the preliminary figures and the Annual Report for fiscal 2024, as well as the quarterly and half-yearly financial reporting. The risk management system, internal control system, compliance management system, reports from Internal Audit, and the status of significant litigation are regularly presented to the Audit Committee by the responsible heads of division and discussed by it. A key component of the committee's work is its involvement in the annual and consolidated financial statements, beginning with the definition of audit focus topics; as well as in approving the proposed fee for the auditor, the relevant audit reports from the auditor KPMG , the dependency report, the combined nonfinancial report (sustainability report), and the Executive Board's proposal for appropriating net profit for the past fiscal year. Members of the Audit Committee: Kathrin Dahnke (Chairwoman) Franz-Josef Birkeneder Dr. Reinhard Ploss Wolfgang Nirschl Strategy Committee The Strategy Committee advises the Supervisory Board and Executive Board on core issues relating to the Group's strategy, including the Group's business policy and commercial direction. One of its focuses is the analysis and ongoing development of the commercial and rail vehicle divisions, new business ideas, and potential development prospects, which also requires alternative evaluation methods and perspectives. The committee's duties further include providing strategy advice for divestments, mergers, and acquisitions, including monitoring performance after transactions have closed. Moreover, it is also responsible for performing strategic evaluations of the Knorr-Bremse Group's global footprint of locations and subsidiaries and discussing potential improvement with the Executive Board. The Strategy Committee also supports the Executive Board with the development and evaluation of proposals for managing the company's innovation. It ultimately has subject matter responsibility for certain sustainability-related topics, alongside the Audit Committee which oversees the sustainability reporting . For instance, the Strategy Committee advises the Executive Board on the systematic identification of the company's risks and opportunities that are associated with social and environmental factors, and on the appropriate consideration of environmental and social objectives in the corporate governance. The Strategy Committee met for three meetings during the reporting period, all of which were held in person. Among other items, it dealt with the BOOST project and the implementation of the brownfield measures defined by the Executive Board, including the portfolio adjustment measures passed; it also reviewed the status of the ongoing M&A and divestment projects, the preparation of and focuses for the strategy meeting, and the product pipeline of the two divisions, from preliminary development through market launch down to phase-out (S curves). A further focus was the discussion of organic and inorganic growth options and their systematic evaluation in greenfield, including in the Power & Grid field, conceivable activities of the Knorr-Bremse Group in the green tech sector, a structured analysis of the development factors and growth drivers in e-mobility, growth options in adjacent markets, and the opportunities, challenges and implementation strategies for both divisions in the Chinese market. Members of the Strategy Committee: Dr. Stefan Sommer (Chairman) Franz-Josef Birkeneder Julia Thiele-Schürhoff Dr. Reinhard Ploss Dr. Sigrid Nikutta Werner Ratzisberger Nomination Committee If necessary, the Nomination Committee proposes appropriate candidates to the Supervisory Board that the latter may propose for election as new Supervisory Board members at Annual General Meetings. The Nomination Committee met two times during the reporting period. Using the Supervisory Board's current skills profile as a basis, the committee dealt with issues relating to succession and appointments. The Supervisory Board focused on preparing for the replacement of Dr. Sigrid Nikutta, who will step down from the Supervisory Board effective the end of this year's Annual General Meeting on April 30, 2026. The committee nominated Dr. Christian Schlögel as her designated successor. As former Chief Digital Officer of Körber AG, Dr. Schlögel boasts proven implementation expertise in the fields of software, digitization, digital transformation, and artificial intelligence. He has over 30 years of leadership experience at global technology, software, and industrial companies. Members of the Nomination Committee: Dr. Reinhard Ploss (Chairman) Kathrin Dahnke Julia Thiele-Schürhoff Mediation Committee The Mediation Committee did not convene during the reporting period. Members of the Mediation Committee: Dr. Reinhard Ploss Franz-Josef Birkeneder Kathrin Dahnke Werner Ratzisberger Corporate Governance The Supervisory Board attaches a great level of importance to ensuring satisfactory corporate governance. It examined its own understanding of corporate governance and compliance separately and intensively during the reporting period. The framework for this consists of the corporate governance requirements for listed German companies, in particular the ones under the German Stock Corporation Act (AktG), German Codetermination Act (MitbestG), and German Corporate Governance Code ( GCGC ), as amended. The Supervisory Board made a declaration of compliance pursuant to section 161 AktG for the reporting period in conjunction with the Executive Board on December 17, 2025. This declaration of compliance was made available on the company's website and is also printed in the Corporate Governance Statement. Knorr-Bremse AG fulfilled all recommendations of the German Corporate Governance Code in fiscal 2025 except for recommendations C.4 and G.11 of the GCGC . The deviation from C.4 is only temporary because a member of the Supervisory Board is taking over provisionally as Chair of the Supervisory Board of another listed company and thus - due to the fact that appointment as a Chair counts double - the recommended maximum number of five Supervisory Board mandates will be exceeded for a time. Malus and clawback provisions, as recommended under G.11, have already been included in four of the five Executive Board contracts and are to be fully implemented in the course of 2026. The Supervisory Board regularly assesses how effectively it is fulfilling its duties as a whole as well as through its committees (an "efficiency review" under section D.12 of the German Corporate Governance Code). Such an efficiency review is to be next conducted in the second half of the year. Conflicts of Interest The Supervisory Board conducts continuous monitoring to see if there are potential conflicts of interest in its decision-making, such as may arise if members hold dual mandates. The outcome of this monitoring was that there were no conflicts of interest relevant to the Supervisory Board's decision-making during the 2025 fiscal year or the current fiscal year. Audit of Annual and Consolidated Financial Statements The Supervisory Board and the Audit Committee in particular performed relevant audit procedures to ensure that the annual and consolidated financial statements and further financial statements for the 2025 fiscal year met the applicable requirements. The annual financial statements of Knorr-Bremse AG as compiled by the Executive Board in accordance with Germany's generally accepted accounting principles ( HGB ), the combined management report of Knorr-Bremse AG, and the consolidated financial statements for the 2025 fiscal year based on International Financial Reporting Standards ( IFRS ) were audited by KPMG AG Wirtschaftsprüfungsgesellschaft, Munich and each awarded an unqualified opinion. KPMG was elected as the auditor of the financial statements for the 2025 fiscal year at the Annual General Meeting on April 30, 2025. KPMG has been the auditor of the Knorr-Bremse Group since its IPO in 2018 and was also appointed as the auditor prior to that. Michael Mokler was and is the main auditor overseeing the audit for the purposes of section 319a (1) sentence 4 HGB . Angelika Huber-Strasser is a further key audit partner. The auditor reported on the status of the audit of the annual and consolidated financial statements in February when the preliminary figures were published. It audited the report on relations with affiliated companies (dependency report, section 312 AktG) that was compiled by the Executive Board and issued the following opinion in regard to the report: "Having conducted a due and proper audit and appraisal, we hereby confirm that 1. the actual disclosures contained in the report are correct, 2. the legal transactions disclosed in the report did not involve inappropriately high consideration or compensation for any disadvantages, 3. no circumstances relating to the measures disclosed in the report suggest an assessment other than the one made by the Executive Board." The aforementioned reports, the Executive Board's proposal for the appropriation of net profit, and the auditor's reports were provided to all members of the Supervisory Board in a timely fashion or were displayed for their perusal at the Supervisory Board meeting on March 19, 2026. The Audit Committee conducted a preliminary audit of all documents at its meetings on February 18, 2026 (preliminary figures), and March 13, 2026, with Audit Committee Chairwoman Kathrin Dahnke reporting to the Supervisory Board about this at the Supervisory Board meeting on March 19, 2026. The financial statements and reports were presented to the Supervisory Board by the Executive Board and discussed in detail. The auditors attending the meetings reported on the results of their audits. In this context, the auditors dealt in particular with the especially important audit matters mentioned in the audit opinion, with other key focal areas of the audit, and with the respective procedure during the audit, including the conclusions, and made themselves available for additional queries and requests for information. The Audit Committee did not find any vulnerabilities in the risk management system, internal control system, internal audit system, or compliance management system. After our own audit of the annual financial statements, consolidated financial statements, and combined management report, we - as the Supervisory Board - do not have any cause to raise objections, for which reason we agreed with the Executive Board's assessment of the position of Knorr-Bremse AG and the Knorr-Bremse Group. The Supervisory Board approved the annual and consolidated financial statements for the 2025 fiscal year in line with the recommendation of the Audit Committee, which means that the annual financial statements of Knorr-Bremse AG are hereby adopted. We held in-depth discussions with the Executive Board about the appropriation of net profit and concur with the Executive Board's proposal to distribute a dividend of € 1.90 per no-par-value share with dividend rights for fiscal year 2025. The proposal for the appropriation of net profit reflects the Group's strong operational performance; non-recurring effects from the continuous BOOST restructuring are to be offset. The Supervisory Board approved this Report of the Supervisory Board, the Corporate Governance Statement and Compensation Report, the dependency report, and the Consolidated Nonfinancial Statement. A resolution will be made about the proposed appropriation of net profit at the Annual General Meeting on April 30, 2026. The agenda for the Annual General Meeting also includes the regularly scheduled elections to the Supervisory Board, the Compensation Report for the 2025 fiscal year, and the likewise regular confirmation of the compensation system for members of the Supervisory Board (the content of which is unchanged). Membership changes to Supervisory Board and Executive Board The composition of the Executive Board and Supervisory Board as at December 31, 2025, is illustrated in the overviews on page 28 for the Supervisory Board and page 11 for the Executive Board. There were the following changes in the past fiscal year: Supervisory Board Stephan Sturm succeeded Dr. Theodor Weimer as a shareholder representative on April 30, 2025, after the latter stepped down from the board for personal reasons. Manuela Deseive, who had been elected as a substitute member in 2021, succeeded Sylvia Walter on the employee side on January 1, 2025, after the latter resigned from the Supervisory Board having reached retirement age. The company supports the newly elected members of the Supervisory Board in familiarizing themselves with their roles via a structured onboarding program to provide them with a comprehensive overview of the company and the global position of the Group, its operations, and the products of the two divisions. Executive Board The makeup of the Executive Board remained stable in the 2025 reporting period. I would like to emphasize the unanimous decisions of the Supervisory Board to extend the contracts of the serving members of the Executive Board, Marc Llistosella and Dr. Nicolas Lange, ahead of time by five years in each case. In my view, they testify to the mutual trust between the Supervisory Board and the Executive Board and the high performance and effectiveness of the Executive Board as a team under the CEO 's leadership. Acknowledgment The fact that Knorr-Bremse was able to achieve and, in the case of the Rail Division, even exceed its ambitious targets in a fiscal year marked by geopolitical uncertainty and global market protectionism is testament not only to the great resilience of its business model and the effectiveness of its BOOST measures, but also to the commitment, abilities and performance of the entire Knorr-Bremse team and its managers. The Supervisory Board thanks the Executive Board and all employees who guided and are guiding the company successfully and securely through the fiscal year. The Supervisory Board will continue to oversee the Executive Board constructively in the future. I personally wish to highlight the open and positive demeanor founded on mutual trust that I encounter in my interactions with everyone involved. Based on the culture as well as substantive insight, it reinforces my confidence that Knorr-Bremse can keep up its success on its journey into the future. Munich, March 19, 2026 Dr. Reinhard Ploss Chairman of the Supervisory Board Supervisory Board of Knorr-Bremse AG Dr. Reinhard Ploss, Munich Chair of the Supervisory Board Member of the Supervisory Board of Deutsche Telekom AG Ordinary member of the TUM University Council Member of the Board of Trustees of Foundation for Demoscopy Allensbach Member of the Quantum Computing Advisory Board of Deutsches Zentrum für Luft- und Raumfahrt e. V. ( DLR ) Chair of Qutac (Quantum Technology & Application Consortium) Executive Committee Honorary member of Board of Trustees, Stifterverband für die Deutsche Wissenschaft Franz-Josef Birkeneder*, Aldersbach Deputy Chairman of the Supervisory Board Global project support for Knorr-Bremse Systeme für Nutzfahrzeuge GmbH Stephan Sturm, Hofheim am Taunus (since April 30, 2025) Deputy Chair of the Supervisory Board (since Juli 31, 2025) Chair of the Executive Board of Heinz Hermann Thiele Familienstiftung Deputy Chair of the Supervisory Board of CRX Markets AG Chair of the Supervisory Board of Hugo Boss AG Dr. Theodor Weimer, Frankfurt am Main (until April 30, 2025) Deputy Chair of the Supervisory Board (until April 30, 2025) Member of the Supervisory Board of Deutsche Bank AG (until May 22, 2025) Kathrin Dahnke, Bielefeld Independent management consultant Chair of the Audit Committee Member of the Supervisory Board and Chair of the Audit Committee of B. Braun SE Member of the Supervisory Board, Chair of the Supervisory Board since January 1, 2026 and Chair of the Audit Committee of Jungheinrich AG Member of the Supervisory Board of Aurubis AG Member of the Supervisory Board of Fraport AG Manuela Deseive*, Munich Commercial employee Member of the Works Council of Knorr-Bremse Systeme für Schienenfahrzeuge GmbH, Knorr-Bremse AG, Knorr-Bremse Services GmbH Member of the Supervisory Board of Knorr-Bremse Systeme für Schienenfahrzeuge GmbH (until July 31, 2025) Thomas Mittmann*, Berlin Technical coordinator in site and facility management Member of the works council of Knorr-Bremse Systeme für Schienenfahrzeuge GmbH in Berlin Dr. Sigrid Evelyn Nikutta, Berlin Member of the Executive Board (Goods Traffic) of Deutsche Bahn AG and CEO of DB Cargo AG (until December 31, 2025) Chair of the Board of Trustees of Deutsches Institut für Wirtschaftsforschung ( DIW ) Member of the University Council, Bielefeld University Wolfgang Nirschl*, Passau Director and First Authorized Representative of IG Metall trade union, Passau Werner Ratzisberger*, Munich Full-time member of the Works Council of Knorr-Bremse Systeme für Nutzfahrzeuge GmbH Annemarie Sedlmair*, Munich IG Metall Bezirksleitung Bayern, legal counsel Member of the Supervisory Board of Knorr-Bremse Systeme für Schienenfahrzeuge GmbH Member of the Supervisory Board of Bosch Rexroth AG Member of the Advisory Board of Fachakademie für Arbeitsrecht der Kritischen Akademie Inzell Dr. Stefan Sommer, Meersburg Chair of the Strategy Committee Member of the Board of Directors of Aeva Inc., California, USA Chair of the Supervisory Board of Jost Werke AG Member of the Presidential Council of DEKRA e. V. Julia Thiele-Schürhoff, Munich Member of the Executive Board of Heinz Hermann Thiele Family Trust Chair of the Advisory Board of Knorr-Bremse Global Care e. V. * elected by the employees The Supervisory Board Dr. Reinhard Ploss Chairman of the Supervisory Board CEO of Infineon Technologies AG, retired, Munich Kathrin Dahnke Chairwoman of the Supervisory Board Audit Committee, Self-employed Management Consultant, Munich Franz-Josef Birkeneder * Deputy Chairman of the Supervisory Board, Global Project Support, Knorr-Bremse Commercial Vehicle Systems; Aldersbach Plant Manager until 2022 Thomas Mittmann * Technical Coordinator in Site & Facility Management, Member of the Knorr-Bremse Rail Vehicle Systems Works Council, Berlin Stephan Sturm (since April 30, 2025) Chairman of the Executive Board, Heinz Hermann Thiele Family Foundation; Former Chief Executive Officer (CEO) of Fresenius SE, Munich Dr. Stefan Sommer Chairman of the Supervisory Board Strategy Committee, Former Member of the Board of Management of Volkswagen AG with responsibility for the Components and Procurement business, Consultant, Meersburg